Terms of Service

These Terms of Service (“Terms”) are a contract between you and INVSYS LLC, a company registered in the State of Wyoming (“INVSYS”). INVSYS operates the www.partsinplace.com website (“Site”) and the on-demand BOM & Inventory management platform therein (“Service”).

By using the Site or the Service, you are agreeing to be bound by the following terms and conditions.

If you are entering into this agreement on behalf of a company or other legal entity, you represent that you have the authority to bind such entity, its affiliates and all users who access our services through your account, to these terms and conditions, in which case the terms “you” or “your” shall refer to such entity, its affiliates, and users associated with it. If you do not have such authority, or if you do not agree with these terms and conditions, you must not accept this agreement and may not use the services.

Description of the Service

The “Service” includes (a) the Site, (b) the on-demand BOM & Inventory management system, and (c) the other services provided to you through the Site, including all software, data, text, images, sounds, videos, and other content made available through the Site. Any new features added to or augmenting the Service are also subject to these Terms.

The Service may also include basic or expanded support based on the Service plan purchased. We do our very best to make the Service available as detailed in the applicable Service plan, except for: (a) planned downtime (of which you will be notified in advance), or (b) any unavailability caused by circumstances beyond our reasonable control, such as, but not limited to, acts of God, acts of government, acts of terror or civil unrest, or technical failures beyond our control.

Data Privacy and Security

In providing you the Service we shall maintain appropriate administrative, physical and technical safeguards to protect the security, confidentiality, and integrity of your data. These safeguards include encryption of your data in transmission (using SSL or similar technologies) and daily backups of your data to a secure off-site location.

We do preserve our ability to examine your data directly on our server, but we will only do so when it is necessary to solve a problem, and only with your prior consent.

Changes to this Agreement

We may amend these Terms from time to time, in which case the new Terms will supersede prior versions. We will notify you of such changes and direct you to the latest version.

Disclaimer of Warranties

The Service, including the Site and content, and all server and network components are provided on an “as is” and “as available” basis, without any warranties of any kind to the fullest extent permitted by law, and we expressly disclaim any and all warranties, whether express or implied, including, but not limited to, the implied warranties of merchantability, title, fitness for a particular purpose, and non-infringement. You acknowledge that we do not warrant that the Service will be uninterrupted, timely, secure, error-free or virus-free, and no information or advice obtained by you from us or through the Service shall create any warranty not expressly stated in these Terms.

Limitation of Liability

No consequential damages. Under no circumstances and under no legal theory (whether in contract, tort, negligence or otherwise) will either party to these Terms, or such party’s affiliates or their respective officers, directors, employees, agents, suppliers or licensors be liable to the other party or any third party for any indirect, incidental, special, exemplary, consequential, punitive or other similar damages, including lost profits, lost sales or business, lost data, business interruption or any other loss incurred by such party in connection with these Terms or the Service, regardless of whether such party has been advised of the possibility of or could have foreseen such damages.

Limits on monetary damages. Notwithstanding anything to the contrary in these Terms, our (including any of our affiliates) aggregate liability, for damages (monetary or otherwise) under these Terms claimed by you or any third party arising from our Service, shall be limited to the lesser of (i) actual damages incurred, or (ii) payments made by you for the Service during the twelve (12) months preceding the claim. The parties acknowledge and agree that the essential purpose of this section is to allocate the risks under these Terms between the parties and limit their potential liability given the fees charged under this agreement, which would have been substantially higher if we were to assume any further liability other than as set forth herein. The parties have relied on these limitations in determining whether to enter into these Terms.

Miscellaneous Provisions

Either party may assign or transfer these Terms, in whole or in part, without restriction, provided the assignee agree to be fully bound by these Terms.

These Terms supersede prior versions of these Terms, or any other discussions, agreements or understandings by or among the parties (other than written agreements expressly accepted and executed by both parties).

These Terms will be governed by and construed in accordance with the laws of the State of Wyoming, without giving effect to its conflict of laws provisions or your actual state or country of residence.

If any provision in these Terms is held by a court of competent jurisdiction to be unenforceable, such provision shall be modified by the court and interpreted so as to best accomplish the original provision to the fullest extent permitted by law, and the remaining provisions of these Terms shall remain in effect.